EXHIBIT 6 UNDER FORM N-1A
EXHIBIT 1 UNDER ITEM 601/REG. S-K
MARKETVEST FUNDS, INC.
DISTRIBUTOR'S CONTRACT
AGREEMENT made this 1st day of January, 1996 by and between Marketvest
Funds, Inc. (the "Corporation"), a Maryland corporation, and EDGEWOOD
SERVICES, INC. ("ESI"), a Pennsylvania Corporation.
In consideration of the mutual covenants hereinafter contained, it is
hereby agreed by and between the parties hereto as follows:
1. The Corporation hereby appoints ESI as its agent to sell and distribute
shares of the Corporation which may be offered in one or more series
(the "Funds") consisting of one or more classes (the "Classes") of
shares (the "Shares"), as described and set forth on one or more
exhibits to this Agreement, at the current offering price thereof as
described and set forth in the current Prospectuses of the Corporation.
ESI hereby accepts such appointment and agrees to provide such other
services for the Corporation, if any, and accept such compensation from
the Corporation, if any, as set forth in the applicable exhibits to
this Agreement.
2. The sale of any Shares may be suspended without prior notice whenever
in the judgment of the Corporation it is in its best interest to do so.
3. Neither ESI nor any other person is authorized by the Corporation to
give any information or to make any representation relative to any
Shares other than those contained in the Registration Statement,
Prospectuses, or Statements of Additional Information ("SAIs") filed
with the Securities and Exchange Commission, as the same may be amended
from time to time, or in any supplemental information to said
Prospectuses or SAIs approved by the Corporation. ESI agrees that any
other information or representations other than those specified above
which it or any dealer or other person who purchases Shares through ESI
may make in connection with the offer or sale of Shares, shall be made
entirely without liability on the part of the Corporation. ESI agrees
that in offering or selling Shares as agent of the Corporation, it
will, in all respects, duly conform to all applicable state and federal
laws and the rules and regulations of the National Association of
Securities Dealers, Inc., including its Rules of Fair Practice. ESI
will submit to the Corporation copies of all sales literature before
using the same and will not use such sales literature if disapproved by
the Corporation.
4. This Agreement is effective with respect to each Class as of the date
of execution of the applicable exhibit and shall continue in effect
with respect to each Class presently set forth on an exhibit and any
subsequent Classes added pursuant to an exhibit during the initial term
of this Agreement for one year from the date set forth above, and
thereafter for successive periods of one year if such continuance is
approved at least annually by the Directors of the Corporation
including a majority of the members of the Board of Directors of the
Corporation who are not interested persons of the Corporation and have
no direct or indirect financial interest in the operation of any
Distribution Plan relating to the Corporation or in any related
documents to such Plan ("Disinterested Directors") cast in person at a
meeting called for that purpose. If a Class is added after the first
annual approval by the Directors as described above, this Agreement
will be effective as to that Class upon execution of the applicable
exhibit and will continue in effect until the next annual approval of
this Agreement by the Directors and thereafter for successive periods
of one year, subject to approval as described above.
5. This Agreement may be terminated with regard to a particular Fund or
Class at any time, without the payment of any penalty, by the vote of a
majority of the Disinterested Directors or by a majority of the
outstanding voting securities of the particular Fund or Class on not
more than sixty (60) days' written notice to any other party to this
Agreement. This Agreement may be terminated with regard to a particular
Fund or Class by ESI on sixty (60) days' written notice to the
Corporation.
6. This Agreement may not be assigned by ESI and shall automatically
terminate in the event of an assignment by ESI as defined in the
Investment Company Act of 1940, as amended, provided, however, that ESI
may at its sole expense employ such other person, persons, corporation
or corporations as it shall determine in order to assist it in carrying
out its duties under this Agreement.
7. ESI shall not be liable to the Corporation for anything done or omitted
by it, except acts or omissions involving willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties imposed by
this Agreement.
8. This Agreement may be amended at any time by mutual agreement in
writing of all the parties hereto, provided that such amendment is
approved by the Directors of the Corporation including a majority of
the Disinterested Directors of the Corporation cast in person at a
meeting called for that purpose.
9. This Agreement shall be construed in accordance with and governed by
the laws of the Commonwealth of Pennsylvania.
10. (a) Subject to the conditions set forth below, the Corporation agrees
to indemnify and hold harmless ESI and each person, if any, who
controls ESI within the meaning of Section 15 of the Securities
Act of 1933 and Section 20 of the Securities Act of 1934, as
amended, against any and all loss, liability, claim, damage and
expense whatsoever (including but not limited to any and all
expenses whatsoever reasonably incurred in investigating,
preparing or defending against any litigation, commenced or
threatened, or any claim whatsoever) arising out of or based upon
any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement, any Prospectuses or
SAIs (as from time to time amended and supplemented) or the
omission or alleged omission therefrom of a material fact required
to be stated therein or necessary to make the statements therein
not misleading, unless such statement or omission was made in
reliance upon and in conformity with written information furnished
to the Corporation about ESI by or on behalf of ESI expressly for
use in the Registration Statement, any Prospectuses and SAIs or
any amendment or supplement thereof.
If any action is brought against ESI or any controlling person
thereof with respect to which indemnity may be sought against the
Corporation pursuant to the foregoing paragraph, ESI shall
promptly notify the Corporation in writing of the institution of
such action and the Corporation shall assume the defense of such
action, including the employment of counsel selected by the
Corporation and payment of expenses. ESI or any such controlling
person thereof shall have the right to employ separate counsel in
any such case, but the fees and expenses of such counsel shall be
at the expense of ESI or such controlling person unless the
employment of such counsel shall have been authorized in writing
by the Corporation in connection with the defense of such action
or the Corporation shall not have employed counsel to have charge
of the defense of such action, in any of which events such fees
and expenses shall be borne by the Corporation. Anything in this
paragraph to the contrary notwithstanding, the Corporation shall
not be liable for any settlement of any such claim of action
effected without its written consent. The Corporation agrees
promptly to notify ESI of the commencement of any litigation or
proceedings against the Corporation or any of its officers or
Directors or controlling persons in connection with the issue and
sale of Shares or in connection with the Registration Statement,
Prospectuses, or SAIs.
(b) ESI agrees to indemnify and hold harmless the Corporation, each of
its Directors, each of its officers who have signed the
Registration Statement and each other person, if any, who controls
the Corporation within the meaning of Section 15 of the Securities
Act of 1933, but only with respect to statements or omissions, if
any, made in the Registration Statement or any Prospectus, SAI, or
any amendment or supplement thereof in reliance upon, and in
conformity with, information furnished to the Corporation about
ESI by or on behalf of ESI expressly for use in the Registration
Statement or any Prospectus, SAI, or any amendment or supplement
thereof. In case any action shall be brought against the
Corporation or any other person so indemnified based on the
Registration Statement or any Prospectus, SAI, or any amendment or
supplement thereof, and with respect to which indemnity may be
sought against ESI, ESI shall have the rights and duties given to
the Corporation, and the Corporation and each other person so
indemnified shall have the rights and duties given to ESI by the
provisions of subsection (a) above.
(c) Nothing herein contained shall be deemed to protect any person
against liability to the Corporation or its shareholders to which
such person would otherwise be subject by reason of willful
misfeasance, bad faith or gross negligence in the performance of
the duties of such person or by reason of the reckless disregard
by such person of the obligations and duties of such person under
this Agreement.
(d) Insofar as indemnification for liabilities may be permitted
pursuant to Section 17 of the Investment Company Act of 1940, as
amended, for Directors, officers, ESI and controlling persons of
the Corporation by the Corporation pursuant to this Agreement, the
Corporation is aware of the position of the Securities and
Exchange Commission as set forth in the Investment Company Act
Release No. IC-11330. Therefore, the Corporation undertakes that
in addition to complying with the applicable provisions of this
Agreement, in the absence of a final decision on the merits by a
court or other body before which the proceeding was brought, that
an indemnification payment will not be made unless in the absence
of such a decision, a reasonable determination based upon factual
review has been made (i) by a majority vote of a quorum of non-
party Disinterested Directors, or (ii) by independent legal
counsel in a written opinion that the indemnitee was not liable
for an act of willful misfeasance, bad faith, gross negligence or
reckless disregard of duties. The Corporation further undertakes
that advancement of expenses incurred in the defense of a
proceeding (upon undertaking for repayment unless it is ultimately
determined that indemnification is appropriate) against an
officer, Director, ESI or controlling person of the Corporation
will not be made absent the fulfillment of at least one of the
following conditions: (i) the indemnitee provides security for his
undertaking; (ii) the Corporation is insured against losses
arising by reason of any lawful advances; or (iii) a majority of a
quorum of non-party Disinterested Directors or independent legal
counsel in a written opinion makes a factual determination that
there is reason to believe the indemnitee will be entitled to
indemnification.
11. If at any time the Shares of any Fund are offered in two or more
Classes, ESI agrees to adopt compliance standards as to when a class of
shares may be sold to particular investors.
12. This Agreement will become binding on the parties hereto upon the
execution of the attached exhibits to the Agreement.
Exhibit A
to the
Distributor's Contract
MARKETVEST FUNDS, INC.
MARKETVEST EQUITY FUND
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated January 1, 1996, between Marketvest Funds,
Inc. and Edgewood Services, Inc. ("ESI") with respect to the Class of
shares set forth above.
1. The Corporation hereby appoints ESI to engage in activities principally
intended to result in the sale of shares of the above-listed Class
("Shares"). Pursuant to this appointment, ESI is authorized to select a
group of financial institutions ("Financial Institutions") to sell
Shares at the current offering price thereof as described and set forth
in the respective prospectuses of the Corporation.
2. During the term of this Agreement, the Corporation will pay ESI for
services pursuant to this Agreement, a monthly fee computed at the
annual rate of .25 of 1% of the average aggregate net asset value of
the Shares held during the month. For the month in which this Agreement
becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that
the Agreement is in effect during the month.
3. ESI may from time-to-time and for such periods as it deems appropriate
reduce its compensation to the extent any Class' expenses exceed such
lower expense limitation as ESI may, by notice to the Corporation,
voluntarily declare to be effective.
4. ESI will enter into separate written agreements with various firms to
provide certain of the services set forth in Xxxxxxxxx 0 xxxxxx. XXX,
in its sole discretion, may pay Financial Institutions a periodic fee
in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by ESI in its
sole discretion.
5. ESI will prepare reports to the Board of Directors of the Corporation
on a quarterly basis showing amounts expended hereunder including
amounts paid to Financial Institutions and the purpose for such
expenditures.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated January 1, 1996 between Marketvest Funds,
Inc. and ESI, Marketvest Funds, Inc. executes and delivers this Exhibit
on behalf of the Marketvest Equity Fund, and with respect to the Shares
thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of January, 1996.
ATTEST: MARKETVEST FUNDS, INC.
By:
Secretary Vice President
(SEAL)
ATTEST: EDGEWOOD SERVICES, INC.
By:
Secretary Executive Vice President
(SEAL)
Exhibit B
to the
Distributor's Contract
MARKETVEST FUNDS, INC.
MARKETVEST INTERMEDIATE U.S. GOVERNMENT BOND FUND
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated January 1, 1996, between Marketvest Funds,
Inc. and Edgewood Services, Inc. ("ESI") with respect to the Class of
shares set forth above.
1. The Corporation hereby appoints ESI to engage in activities principally
intended to result in the sale of shares of the above-listed Class
("Shares"). Pursuant to this appointment, ESI is authorized to select a
group of financial institutions ("Financial Institutions") to sell
Shares at the current offering price thereof as described and set forth
in the respective prospectuses of the Corporation.
2. During the term of this Agreement, the Corporation will pay ESI for
services pursuant to this Agreement, a monthly fee computed at the
annual rate of .25 of 1% of the average aggregate net asset value of
the Shares held during the month. For the month in which this Agreement
becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that
the Agreement is in effect during the month.
3. ESI may from time-to-time and for such periods as it deems appropriate
reduce its compensation to the extent any Class' expenses exceed such
lower expense limitation as ESI may, by notice to the Corporation,
voluntarily declare to be effective.
4. ESI will enter into separate written agreements with various firms to
provide certain of the services set forth in Xxxxxxxxx 0 xxxxxx. XXX,
in its sole discretion, may pay Financial Institutions a periodic fee
in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by ESI in its
sole discretion.
5. ESI will prepare reports to the Board of Directors of the Corporation
on a quarterly basis showing amounts expended hereunder including
amounts paid to Financial Institutions and the purpose for such
expenditures.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated January 1, 1996 between Marketvest Funds,
Inc. and ESI, Marketvest Funds, Inc. executes and delivers this Exhibit
on behalf of the Marketvest Intermediate U.S. Government Bond Fund, and
with respect to the Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of January, 1996.
ATTEST: MARKETVEST FUNDS, INC.
By:
Secretary Vice President
(SEAL)
ATTEST: EDGEWOOD SERVICES, INC.
By:
Secretary Executive Vice President
(SEAL)
Exhibit C
to the
Distributor's Contract
MARKETVEST FUNDS, INC.
MARKETVEST SHORT-TERM BOND FUND
The following provisions are hereby incorporated and made part of the
Distributor's Contract dated January 1, 1996, between Marketvest Funds,
Inc. and Edgewood Services, Inc. ("ESI") with respect to the Class of
shares set forth above.
1. The Corporation hereby appoints ESI to engage in activities principally
intended to result in the sale of shares of the above-listed Class
("Shares"). Pursuant to this appointment, ESI is authorized to select a
group of financial institutions ("Financial Institutions") to sell
Shares at the current offering price thereof as described and set forth
in the respective prospectuses of the Corporation.
2. During the term of this Agreement, the Corporation will pay ESI for
services pursuant to this Agreement, a monthly fee computed at the
annual rate of .25 of 1% of the average aggregate net asset value of
the Shares held during the month. For the month in which this Agreement
becomes effective or terminates, there shall be an appropriate
proration of any fee payable on the basis of the number of days that
the Agreement is in effect during the month.
3. ESI may from time-to-time and for such periods as it deems appropriate
reduce its compensation to the extent any Class' expenses exceed such
lower expense limitation as ESI may, by notice to the Corporation,
voluntarily declare to be effective.
4. ESI will enter into separate written agreements with various firms to
provide certain of the services set forth in Xxxxxxxxx 0 xxxxxx. XXX,
in its sole discretion, may pay Financial Institutions a periodic fee
in respect of Shares owned from time to time by their clients or
customers. The schedules of such fees and the basis upon which such
fees will be paid shall be determined from time to time by ESI in its
sole discretion.
5. ESI will prepare reports to the Board of Directors of the Corporation
on a quarterly basis showing amounts expended hereunder including
amounts paid to Financial Institutions and the purpose for such
expenditures.
In consideration of the mutual covenants set forth in the
Distributor's Contract dated January 1, 1996 between Marketvest Funds,
Inc. and ESI, Marketvest Funds, Inc. executes and delivers this Exhibit
on behalf of the Marketvest Short-Term Bond Fund, and with respect to
the Shares thereof, first set forth in this Exhibit.
Witness the due execution hereof this 1st day of January, 1996.
ATTEST: MARKETVEST FUNDS, INC.
By:
Secretary Vice President
(SEAL)
ATTEST: EDGEWOOD SERVICES, INC.
By:
Secretary Executive Vice President
